1.2 You may be bound by additional agreements depending upon your relationship with us. For example, if you are a user of our services or software and have entered additional agreements with any of us, such as a Master License Agreement, Business Associate Agreement or Enrollment Terms, you will be bound by these Terms as well as such agreements. If the terms of any such agreement conflict with any of these Terms, the terms of such agreement shall control.
1.3 Managing Provider reserves the right to change these Terms from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms periodically to familiarize yourself with any modifications. Your continued use of the Site after such modifications will constitute your acknowledgement of and agreement to the modified Terms.
- Intellectual Property
The marks, logos, slogans, symbols and designs displayed on the Site are the trademarks, service marks, trade dress and designs of a Provider. All graphical user interfaces, content, text, images, photos, works, audio recordings and videos included or accessible on the Site are owned by or licensed to a Provider and are protected by United States and international copyright laws and other intellectual property laws. You shall not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, sell, market or commercialize in any form, such trademarks, trade dress, designs, content, text, images, photos, works, audio recordings or videos without the express prior written consent of Managing Provider. All rights are reserved by Providers. Your violation of any of such restrictions may subject you to penalties and liabilities under copyrights laws, trademark laws, and civil and criminal statutes.
- Idea Submission
If you have any intellectual property (including, without limitation, concepts, ideas, inventions, works of authorship, information, suggestions, and proposed product improvements) that you would like to present to any Provider, you shall not submit such intellectual property to any Provider unless you and such Provider have first signed a written agreement regarding the disclosure of such intellectual property to such Provider. If you disclose any such intellectual property to any Provider absent such written agreement, the following terms shall apply: (a) such intellectual property shall automatically become the property of such Provider, without compensation to you; and (b) such Provider, as owner, shall have the right to use such intellectual property for any purpose and in any way, even give such intellectual property to others.
You shall not interrupt or attempt to interrupt the operation of the Site in any way. You shall not link the Site to another website, nor shall you link any other website to the Site. Notwithstanding the foregoing, you may forward the Site addresses to others who may be interested in visiting the Site.
- Responsible Use and Conduct
5.1 By visiting the Site and accessing the information, resources, services, software, products, and tools we provide for you, either directly or indirectly (collectively, “Resources”), you agree to use these Resources only for the purposes intended as permitted by these Terms, any additional agreements with the applicable Provider, and the applicable laws, regulations and generally accepted online practices and industry guidelines.
5.2 To access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.
5.3 Accessing, or attempting to access, any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access, or attempt to access, any of our Resources through any robotic, automated, hacking, unethical or unconventional means.
5.4 Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which the Resources are located or connected, is strictly prohibited. Attempting to reverse engineer, decompile, modify, copy, duplicate, reproduce, publicly perform, publicly display, distribute, lease, sell, trade, resell or commercialize the Resources is strictly prohibited.
You are responsible for all activities that occur under the user accounts provided by Managing Provider. You may be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site are restricted to authorized users only. You agree not to share your password(s), account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify Managing Provider immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms.
- Content Posted by You
Managing Provider may provide various open communication tools on the Site, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that it might not be feasible for Managing Provider to pre-screen or monitor all content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to the Site, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, submit, share, or otherwise distribute any content that:
- Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
- Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;
- Contains any type of unauthorized or unsolicited advertising; or
- Impersonates any person or entity, including any of our employees or representatives.
Managing Provider has no obligation to monitor the Site or screen content that is shared on or through the Site. However, Managing Provider reserves the right to review the Site and content and to monitor all use of and activity on the Site, and to remove or choose not to make available on or through the Site any content in its sole discretion. Managing Provider may remove confidential or proprietary content of a third party that has been uploaded or submitted without that third party's permission.
Copyright Infringement – Digital Millennium Copyright Act
9.1 Designated Agent
The following is the contact information of our designated agent (“Designated Agent”) to receive notices of copyright infringement:
3780 Mansell Road, Suite T-30
Alpharetta, Georgia 30022
Phone No.: 404-419-8526
Email Address: email@example.com
9.2 Infringement Notice
If you conclude that the use or display of any materials or works on the Site is infringing upon any copyrights, you may send a written notice to the Designated Agent (“Infringement Notice”). The Infringement Notice, to be effective, must include the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Managing Provider to locate such material;
(d) information reasonably sufficient to permit Managing Provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receiving a notice from you in accordance with Section 9.2 above, Managing Provider will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity.
9.4 Notice of Takedown; Replacement
If you are a subscriber of a Provider and, under Section 9.3, Managing Provider removes or disables access to materials provided by you, Managing Provider will:
(a) take reasonable steps promptly to notify you that Managing Provider has removed or disabled access to the material;
(b) upon receipt of a counter notification from you (in accordance with Section 9.5 below), promptly provide the complaining person who provided the Infringement Notice with a copy of the counter notification, and inform the complaining person that Managing Provider will replace the removed material or cease disabling access to it in ten (10) business days; and
(c) replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the counter notice, unless the Designated Agent first receives notice from the complaining person who provided the Infringement Notice that the complaining person filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on our system or network.
9.5 Counter Notice
If you, a subscriber of a Provider, wish to provide a counter notification, you must provide the counter notification in writing to the Designated Agent. The counter notification, to be effective, must include substantially the following:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Managing Provider may be found, and that you will accept service of process from the complaining person who provided the Infringement Notice or an agent of the complaining person.
Termination of Use
Managing Provider may, in its sole discretion, at any time discontinue providing or limit access to the Site, any areas of the Site or content provided on or through the Site. You agree that Managing Provider may, in its sole discretion, at any time, terminate or limit your access to, or use of, the Site or any content. Managing Provider may terminate or limit your access to or use of the Site if any Provider determines, in its sole discretion, that you have infringed the copyrights of such Provider or a third party. You agree that no Provider shall be liable to you or any third party for any termination or limitation of your access to, or use of, the Site or any content, including content that you may have shared.
Third Party Web Site, Content, Products and Services
The Site may provide links to websites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of the Site. Providers will not be responsible for third party content provided on or through the Site or for any changes or updates to such third party websites, and you bear all risks associated with the access to, and use of, such websites and third party content, products and services.
13.1 EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE. PROVIDERS MAKE NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.
13.2 ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SITE IS USED AT YOUR OWN DISCRETION AND RISK. PROVIDERS SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.
13.3 MANAGING PROVIDER RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT PROVIDED ON OR THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.
Limitation of Liability
IN NO EVENT SHALL ANY PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE.
Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS, INCLUDING THOSE SET FORTH IN SECTIONS 13 AND 14, DO NOT APPLY, AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
Persons Not of Age of Majority
Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.
Export Restrictions/Legal Compliance
You may not access, download, use or export the Site, or the content provided on or through the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any Resources of Providers in violation of any such restrictions, laws or regulations, including, without limitation, laws, restrictions or regulations pertaining to the development, design, manufacture or production of nuclear, chemical or biological weapons or missile technology. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the Resources outside the U.S. Neither the Resources nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Availability of Products or Services
Information on the Site may reference or cross-reference Providers’ products, programs, or services that might not be available in your location. Such references do not imply that Providers’ commits or plans to make such products, programs, or services available in your location. Please contact your local Provider’s representative for more information.
Waiver and Severability
The failure of Providers to exercise or enforce any rights or provisions in these Terms shall not constitute a waiver of such right or provision. If any part or provision of these Terms is found to be unenforceable, such part or provision may be modified to make these Terms as modified legal and enforceable. The balance of these Terms shall not be affected.
All matters relating to your access to, and use of, the Site and content provided on or through or uploaded to the Site shall be governed by U.S. federal law or the laws of the State of Delaware. Any legal action or proceeding relating to your access to, or use of, the Site or content shall be instituted in the state and federal courts located in the State of Delaware. You and Providers agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, such courts in any such legal action or proceeding.
If you have any questions regarding these Terms, please contact us by sending an email to firstname.lastname@example.org or by sending mail or a facsimile according to the contact information posted at our Contact Us
Last Revised: August 24, 2018